{"url_path":"/sec/cik-0002130386/8-k/2026-06-18/cover-page","section_key":"cover-page","section_title":"Cover Page","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-18","source_url":"https://www.sec.gov/Archives/edgar/data/2130386/0001104659-26-075825-index.html","accession_number":"0001104659-26-075825","cik":"0002130386","ticker":null,"issuer_name":"Yorkville International Capital Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2130386/0001104659-26-075825-index.html","primary_entity_key":"0002130386","primary_entity_name":"Yorkville International Capital Corp."},"word_count":1016,"has_tables":true,"body_markdown":"8-K\n1\ntm2618121d1_8k.htm\nFORM 8-K\n\n**UNITED STATES**\n\n**SECURITIES AND EXCHANGE COMMISSION**\n\n**Washington, D.C. 20549**\n\n**FORM 8-K**\n\n**CURRENT REPORT**\n\n**PURSUANT TO SECTION 13 OR 15(d)**\n\n**OF THE SECURITIES EXCHANGE ACT OF 1934**\n\n**Date of Report (Date of earliest event reported):\nJune 15, 2026**\n\n**Yorkville International\nCapital Corp.**\n\n**(Exact name of registrant as specified in its\ncharter)**\n\n**Cayman Islands**\n\n**001-43352**\n\n**N/A**\n\n**(State or other jurisdiction**\n\n**of incorporation)**\n\n**(Commission File Number)**\n\n**(IRS Employer**\n\n**Identification No.)**\n\n**1012 Springfield Avenue**\n\n**Mountainside, NJ 07092**\n\n**(Address of principal executive offices, including\nzip code)**\n\n**Registrant’s telephone number, including\narea code: (201) 985-8300**\n\n**Not Applicable**\n\n**(Former name or former address, if changed since\nlast report)**\n\nCheck the appropriate box below if the Form 8-K\nfiling is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:\n\n¨\nWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)\n\n¨\nSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)\n\n¨\nPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))\n\n¨\nPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))\n\nSecurities registered pursuant to Section 12(b) of the Act:\n\n**Title of each class**\n\n**Trading Symbol(s)**\n\n**Name of each exchange\non which registered**\n\nUnits, each consisting of one Class A ordinary share and one-third of one redeemable warrant\n\n**YICCU**\n\nThe Nasdaq Stock Market LLC\n\nClass A ordinary shares, par value $0.0001 per share\n\n**YICC**\n\nThe Nasdaq Stock Market LLC\n\nWarrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share\n\n**YICCW**\n\nThe Nasdaq Stock Market LLC\n\nIndicate by check mark whether the registrant\nis an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2\nof the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).\n\nEmerging growth company x\n\nIf an emerging growth company, indicate by check\nmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting\nstandards provided pursuant to Section 13(a) of the Exchange Act. ¨\n\n**Item 1.01. Entry into a Material Definitive Agreement.**\n\nOn June 17, 2026, Yorkville\nInternational Capital Corp. (the “Company”) consummated its initial public offering (“IPO”), which\nconsisted of 23,000,000 units (the “Units”), including the exercise in full by the underwriter of an option to purchase\nup to 3,000,000 units to cover over-allotments. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company\nof $230,000,000. Each Unit consists of one Class A ordinary share, par value $0.0001 per share (the “Class A Ordinary\nShares”), of the Company, and one-third of one redeemable warrant (each, a “Warrant”) of the Company, with\neach whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share.\n\nIn connection with the IPO,\nthe Company entered into the following agreements, forms of which were previously filed as exhibits to the Registration Statement:\n\n·\nAn Underwriting Agreement, dated June 15, 2026, by and between the Company and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (“CCM”), a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference.\n\n·\nA Warrant Agreement, dated June 15, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference.\n\n·\nAn Investment Management Trust Agreement, dated June 15, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.\n\n·\nA Registration Rights Agreement, dated June 15, 2026, by and among the Company and certain security holders, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference.\n\n·\nA Private Placement Warrants Purchase Agreement, dated June 15, 2026 (the “Sponsor Private Placement Warrants Purchase Agreement”), by and between the Company and Yorkville International Capital Sponsor, LLC (the “Sponsor”), a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference.\n\n·\nA Private Placement Warrants Purchase Agreement, dated June 15, 2026 (the “Underwriter Private Placement Warrants Purchase Agreement” and, together with the Sponsor Private Placement Warrants Purchase Agreement, the “Private Placement Warrants Purchase Agreements”), by and between the Company and CCM, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference.\n\n·\nA Letter Agreement, dated June 15, 2026, by and among the Company, its officers, its directors, its advisors and the Sponsor, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference.\n\n·\nAn Administrative Services Agreement, dated June 15, 2026, by and between the Company and our Sponsor, a copy of which is attached as Exhibit 10.6 hereto and incorporated herein by reference.\n\n·\nIndemnity Agreements, dated June 15, 2026, by and between the Company and each Director and executive officer of the Company, a copy of the form of which is attached as Exhibit 10.7 hereto and incorporated herein by reference.\n\n**Item 3.02. Unregistered Sales of Equity Securities.**\n\nSimultaneously with the closing\nof the IPO, pursuant to the Private Placement Warrants Purchase Agreements, the Company completed the private placement of an aggregate\nof 6,300,000 Warrants (the “Private Placement Warrants”) to the Sponsor and CCM, the representative of the underwriters,\nat $1.00 per Warrant, each whole Warrant exercisable to purchase one Class A Ordinary Share of the Company. Of those 6,300,000 Private\nPlacement Warrants, the Sponsor purchased 4,000,000 Private Placement Warrants and CCM purchased 2,300,000 Private Placement Warrants.\nThe Private Placement Warrants are identical to the Warrants included in the Units sold in the IPO, except as otherwise disclosed in the\nRegistration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement\nUnits was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended."}